UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 18, 2021

SCIENCE STRATEGIC ACQUISITION CORP. ALPHA

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

001-39930

(Commission

File Number)

85-3594633

(IRS Employer

Identification No.)

1447 2nd Street

Santa Monica, CA

(Address of principal executive offices)

90401

(Zip Code)

Registrant’s telephone number, including area code: (310) 393-3024

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-third of one Warrant	SSAAU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	SSAA	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	SSAAW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 4.02 Non-Reliance on Previously Issued Financial Statement and Related Audit Report.

In connection with the preparation of the Company’s financial statements as of September 30, 2021, management, in consultation with its advisors, identified a correction required to be made in certain of its previously issued financial statements, arising from the manner in which, as of the closing of the Company’s initial public offering, the Company valued its Class A ordinary shares subject to possible redemption. The Company previously determined the value of such Class A ordinary shares to be equal to the redemption value of such shares, after taking into consideration the terms of the Company’s Amended and Restated Memorandum and Articles of Association, under which a redemption cannot result in net tangible assets being less than $5,000,001. Management has now determined, after consultation with its advisors, and in light of SEC staff guidance on redeemable equity instruments in ASC 480-10-S99, that the Class A ordinary shares underlying the units issued during the initial public offering can be redeemed or become redeemable subject to the occurrence of future events considered to be outside the Company’s control. Therefore, management has concluded that the redemption value of its Class A ordinary shares subject to possible redemption should reflect the possible redemption of all Class A ordinary shares. As a result, management has noted a required reclassification related to temporary equity and permanent equity. This has resulted in a restatement of the initial carrying value of the Class A ordinary shares subject to possible redemption, with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and ordinary shares.

On November 15, 2021, the Audit Committee of the Board of Directors of the Company concluded, after discussion with the Company’s management that the Company’s audited balance sheet as of January 28, 2021, as restated in the Company’s Form 10-Q for the quarterly period ended March 31, 2021, and the Company’s unaudited condensed financial statements included in the Company’s Form 10-Q for the quarterly period ended March 31, 2021 and its Form 10-Q for the quarterly period ended June 30, 2021, should no longer be relied upon because of the required restatement described above. The Company reflected this reclassification in respect of the financial statements cited in the foregoing sentence in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with SEC on November 15, 2021. In addition, as disclosed in Part I, Item 4 of the upcoming Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, the Company's management concluded that, during the period covered by such report, the Company’s disclosure controls and procedures were not effective, because the Company’s internal control over financial reporting did not result in the proper accounting classification of complex financial instruments, which, represented a material weakness.

The Company does not expect the changes described above to have any impact on its cash position or the balance held in the trust account. The Company has discussed the matters disclosed in this Current Report on Form 8-K with its independent registered public accounting firm, Marcum LLP.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: November 18, 2021

	SCIENCE STRATEGIC ACQUISITION CORP. ALPHA

	By:	/s/ Thomas Dare
		Thomas Dare
		Chief Financial Officer

Science Strategic Acquisition Corp. Alpha 8-K